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Analysis Selector
1.1 These General Terms of Delivery (hereafter shorted to “general terms”) use the following terms and definitions:
Nutrilab: Nutrilab B.V. with its registered address in Giessen, registered in the trade register under number 18114291.
Client: The natural person – whether or not acting in the course of his/her profession or business, – or legal entity, who negotiates with Nutrilab about establishing an agreement and/or enters into an agreement with Nutrilab.
Work: The (to be) conducted research and/or analyses and/or the provision of products and/or advice and services by Nutrilab, all in the broadest sense of the word.
Proposal: The proposal and/or quotation issued in writing by Nutrilab to the Client concerning the provision of goods and/or services, based on the description and any conditions attached to the proposal/quotation.
1.2 Insofar as these general terms refer to goods and merchandise, the relevant content and purport of these terms also apply to the provision of services to maximum effect.
2.1 These general terms apply to every proposal, quotation, order and legal transaction, by whatever name, issued by, entered into, or performed by Nutrilab. These general terms have been established by Nutrilab and filed with the Brabant Chamber of Commerce under number 18114291. The most recently filed version always applies.
2.2 By placing an order, as well as by accepting a proposal issued by Nutrilab, the Client accepts the applicability of these general terms.
2.3 In all cases that these general terms apply, they also apply without the need for any further applicability statement to all new and/or additional offers, proposals, quotations, orders, agreements, and other (legal) acts concerning the Client.
2.4 Any deviations from these general terms shall only apply after the explicit confirmation from Nutrilab in writing.
2.5 In deviation of the provisions in article 6:225 paragraph 3 of the Dutch Civil Code, the applicability of any purchase or other general terms of the Client is explicitly rejected. It is not possible to exclude the applicability of these general terms from the Client's terms and conditions (of purchase). Should the content of the general terms of the Client and these general terms contradict in any way, then these general terms shall prevail.
2.6 Although Nutrilab may deem strict compliance with these general terms unnecessary in some cases, this neither precludes the applicability of the provisions thereof nor negates Nutrilab's right to demand strict compliance with the provisions of these general terms in other cases.
2.7 The event of any stipulation in these general terms proving to be null and void or being nullified (in court) does not affect the validity and effect of other stipulations. In such case, Nutrilab is entitled to replace the relevant clause with a clause that approximates the purport thereof as much as possible without being null and void or voidable.
2.8 Nutrilab reserves the right to unilaterally amend these general terms. The amended general terms apply to new orders from the time of amendment.
2.9 In the event of any conflict between these general terms and the agreement between the Client and Nutrilab, the provisions of the general terms shall prevail.
3.1 All Nutrilab quotations and offers are without obligation unless the quotation/offer explicitly states otherwise. The validity of the offer/quotation described in the proposal is 2 (two) months after its date.
3.2 The placement of an order by the Client automatically binds the Client to all relevant obligations. Nutrilab shall not be bound by proposals or offers if the Client can reasonably understand that the proposals or offers, or part thereof, contain an obvious mistake or (typographical) error.
3.3 The prices mentioned in a proposal or offer are exclusive of VAT and other statutory levies and any costs to be incurred within the framework of the agreement unless explicitly agreed otherwise in writing.
3.4 A proposal or quotation/offer requested by the Client will be based on the relevant information issued by the Client. Nutrilab may assume that all provided information is correct.
3.5 The Client shall exclusively use the proposal/offer issued by Nutrilab, including the knowledge and data of Nutrilab contained therein, to assess its interest in granting the order. The same also applies to proposals for changes and/or additions to and/or extensions of the order.
3.6 Changes, additions and/or extensions of the offer are only binding after they have been confirmed by Nutrilab in writing.
3.7 A composite quotation does not oblige Nutrilab to perform part of the order for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
3.8 Nutrilab is not bound by the contents of brochures, advertisements, printed documentation etc. unless the agreement explicitly refers to such content.
3.9 If an order is placed on behalf of two or more clients, they can both be held jointly and severally liable.
4.1 An agreement of any nature whatsoever only becomes effective if and insofar as Nutrilab accepts an order from the Client or executes the order. The Client stipulating additional conditions at the time of placing an order or adding changes to the proposal issued by Nutrilab does not constitute an order confirmation but is considered a non-binding request to Nutrilab to adjust the proposal. Nutrilab is not obliged to comply with request(s) to adjust the proposal, in which case the agreement between the parties will not come into effect.
4.2 Any (technical) requirements of the Client relating to orders for the provision of goods or services to be delivered by Nutrilab that deviate from the regular requirements must be agreed explicitly in writing.
5.1 The standard ISO 17025 (General requirements for the competence of testing and calibration laboratories) quality criteria apply to all (research) methods, both specific standard methods and Nutrilab's operational methods. Nutrilab is an institution recognised by the Dutch Accreditation Council.
5.2 Nutrilab endeavours to execute the order within the (estimated) time frame stated in the offer. However, the stipulated term is not to be considered a strict deadline. Nutrilab shall never be in default by the mere expiry of the term without prior written notice of default.
5.3 Should the agreement state that the work will be carried out in different stages, Nutrilab may postpone starting the work for a subsequent phase until the Client has fulfilled its payment obligations for the preceding phase.
5.4 If the parties have not agreed that a research assignment is to be conducted according to a specific standard method, Nutrilab will select a method at its discretion.
5.5 Substances and products or sample materials offered for testing by or on behalf of the Client must be properly packaged and preserved by the Client and provided with adequate information while duly observing the applicable standards and regulations.
5.6 Nutrilab is not responsible for the representativeness of the sample materials offered by or on behalf of the Client or third parties.
5.7 Nutrilab has the right to refuse a sample or parts thereof or not to examine it/them. If Nutrilab suspects that a sample or parts thereof contain substances that, when subjected to research, could pose a danger to people or property unless special safety measures are taken, Nutrilab has the right to refuse the sample or not to examine it until the Client demonstrates that the sample will not pose a danger or before the Client provides additional information showing which substances the sample contains – based on which Nutrilab can determine which safety measures it needs to take.
6.1 The parties are obliged to keep all confidential information they receive about the other party's business confidential. The same also applies to any third parties that may be involved.
6.2 The disclosing of research results by the Client leading to any (possible) misunderstandings shall release Nutrilab from the obligation to maintain confidentiality to the extent reasonably required by Nutrilab to provide third parties with an explanation of the research results.
6.3 Nutrilab shall be relieved of its confidentiality obligation towards the relevant authorities if Nutrilab believes that research results may constitute a danger to public health or when there is a legal obligation to disclose any confidential information. Nutrilab shall inform the Client before communicating the risk situation should such an event occur.
6.4 Nutrilab shall process personal data to execute the agreement with the Client. Nutrilab shall process personal data in compliance with the AVG/GDPR.
6.5 Nutrilab will not retain personal data longer than legally permitted or necessary for the execution of the agreement.
6.6 Nutrilab undertakes to take all the available measures to secure personal data technically and organisationally.
6.7 If the Client wishes to invoke one of its rights under the AVG, this request can be submitted in writing to the relevant contact person via [email protected].
7.1 The Client shall have the exclusive right of use of the research results that were intended as per the order. This right is also transferable to third parties. However, during the period in which Nutrilab is obliged to maintain confidentiality under Article 6.2, Nutrilab shall be entitled to use these research results for its own benefit.
7.2 Insofar as the results of the work consist of analysis and measurement methods, procedures, techniques, calculation models, and software, the Client has a non-exclusive and non-transferable right of use with regard to such results. Nutrilab shall be entitled to use such methods, procedures, techniques, calculation models, and software for both itself and third parties and to make them available to third parties.
7.3 The user rights referred to in Articles 7.1 and 7.2 shall apply from the time Nutrilab receives full payment for the work performed.
7.4 Issued reports may only be published by the Client verbatim, in their entirety and with Nutrilab's name mentioned. Publication in any other form is only permitted after receiving Nutrilab's written consent.
7.5 Using the results of the agreement for advertising, as well as the use of the name Nutrilab and the Nutrilab logo, is only permitted after receiving Nutrilab's explicit and written consent.
8.1 A "fixed price" stated in the offer shall be deemed the agreed price after acceptance of the offer. If the offer does not include a "fixed price", the Client and Nutrilab agree that the amount to be paid will be determined by the rates applied by Nutrilab applicable at the time of the offer. In case the quote includes a "guide price", the amount stated is no more than a non-binding estimate of the costs.
8.2 When Nutrilab and the Client have agreed on a fixed price, Nutrilab nevertheless reserves the right to increase this price at any time without the Client being entitled to dissolve the agreement for that reason.
8.3 If the price increase based on the second paragraph of this article, and therefore other than as a result of an amendment to the agreement, amounts to more than 10% and is implemented within 2 months of the agreement becoming effective, the Client is entitled to dissolve the agreement out of court through a written statement unless Nutrilab is willing to revoke the price increase and perform the agreement based on the original agreement. The Client is similarly entitled to dissolve the agreement if the price increase results from a legal obligation or if it has been stipulated that the delivery will take place more than three months after the agreement has become effective.
8.4 All of Nutrilab's invoices must be paid by the Client to Nutrilab within 30 days of the invoice date or within the payment term stated on the invoice by paying the invoiced amount into a bank account number specified by Nutrilab on the offer, agreement or invoice unless otherwise agreed. The Client may not deduct anything from the invoice amount, set off against the invoice amount and/or suspend payment.
8.5 If the Client exceeds the term of payment, the Client is legally in default and owes monthly interest of 1.0% from the date of default.
8.6 Nutrilab reserves the right to first attribute the payments made by the Client to reduce the costs, then to reduce the interest due, and finally to reduce the principal sum and the current interest.
8.7 Objections to the amount of an invoice do not suspend the payment obligation.
8.8 If the Client is in default or breach of contract concerning the (timely) fulfilment of its obligations, the Client will be charged with the extrajudicial costs. The extrajudicial costs for professional parties amount to 15% of the outstanding claim plus the interest as referred to in paragraph 5 of this article, with a minimum of €150. However, if Nutrilab has incurred higher collection costs than reasonably necessary, the actual incurred costs qualify for reimbursement. Any judicial costs incurred shall also be borne by the Client.
8.9 Nutrilab reserves the right to send interim invoices. Nutrilab is also entitled to demand advance payment whenever it considers this necessary. As long as the Client has not fulfilled its payment obligations, Nutrilab is also entitled to suspend its obligations.
8.10 In the event of liquidation, bankruptcy or suspension of payment on the part of the Client, the claims of Nutrilab and the obligations of the Client towards Nutrilab shall become immediately due and payable.
8.11 Payments made by the Client always serve first to settle all interest and costs due and payable, and secondly to settle invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
8.12 Nutrilab may change the Client’s payment conditions when the Client’s financial position or the Client's payment behaviour gives them cause to do so.
9.1 All goods delivered by Nutrilab in the course of the agreement will remain Nutrilab's property until the Client has properly fulfilled all obligations arising from the agreement(s) between Nutrilab and the Client.
9.2 Goods delivered by Nutrilab, which fall under the retention of title under paragraph 1, may not be resold and may never be used as means of payment. The Client is not authorised to pledge or encumber in any other way the goods falling under the retention of title.
9.3 The Client must always do everything that can reasonably be expected to safeguard Nutrilab's property rights. In the event of third parties seizing goods that are delivered subject to retention of title or their intention/desire to establish or assert rights to them, the Client is obliged to notify Nutrilab thereof immediately and in writing. Furthermore, the Client undertakes to insure and keep insured the delivered goods under retention of title against fire, explosion and water damage, and theft and to present the insurance policy to Nutrilab for inspection upon its first request. If the insurance company pays out compensation for damages, Nutrilab is entitled to these payments. As far as necessary, the Client undertakes in advance to cooperate with everything that might (appear to) be necessary or desirable in that respect.
9.4 If Nutrilab wishes to exercise its property rights referred to in this article, the Client shall grant Nutrilab, as well as third parties appointed by Nutrilab, its unconditional and irrevocable permission in advance to enter all those places where the property of Nutrilab is located and repossess the properties in question.
10.1 The goods and services to be provided by Nutrilab meet the usual requirements and standards that can reasonably be set at the time of delivery/execution and for which they are intended and normally used in the Netherlands. The warranty referred to in this article applies to goods intended to be used within the Netherlands. Should anything Nutrilab provides be used outside the Netherlands, the Client must verify that the goods are suitable for use in the respective country and comply with the prevailing local conditions and regulations. In that case, Nutrilab may establish another warranty and conditions regarding the goods to be delivered or activities to be performed.
10.2 The warranty shall not apply when:
a. the event is caused by force majeure;
b. the Client has not fulfilled all its financial obligations;
c. the Client has treated or processed the goods incompetently;
d. the issue is caused by the incorrect storage or maintenance of the goods;
e. the Client has added changes to the product, or has tried to do so, or has failed to follow up other instructions issued by Nutrilab;
f. the delivered good has been delivered based on the Client’s specific instructions or delivered by or on behalf of the Client.
10.3 The Client is obliged to inspect the delivered goods, or have them inspected, the moment the goods are made available to the Client or the work in question is performed. The Client must examine whether the quality and/or quantity of what has been delivered corresponds with what was agreed upon and meets the requirements that the parties agreed upon in this respect. Any visible defects must be reported to Nutrilab in writing within seven days after delivery. Any invisible defects must be reported in writing to Nutrilab as soon as possible, but in any case no later than within fourteen days after their discovery. The report must contain an optimally detailed description of the defect, enabling Nutrilab to respond adequately. The Client shall allow Nutrilab the opportunity to investigate the complaint or have it investigated.
10.4 Any complaint shall not suspend the Client's financial obligations. In the event of a complaint, the Client remains obliged to purchase and pay for the other ordered goods or services from Nutrilab.
10.5 The Client is no longer entitled to repair, replacement or compensation should a defect be reported after the stipulated seven or fourteen days.
11.1 In the event of Nutrilab being held liable, this liability shall be limited to the provision as stipulated in these general terms.
11.2 Nutrilab cannot be held liable for damages of any nature whatsoever arising from incorrect and/or incomplete information issued by or on behalf of the Client.
11.3 Nutrilab’s liability for any legal reason whatsoever is always limited to the amount covered by Nutrilab's liability insurance.
11.4 If for any reason whatsoever no payment is made under this insurance, all liability arising from any legal ground whatsoever is limited to twice the invoice value of the order, excluding turnover tax, or at least to that part of the order to which the liability relates.
11.5 Nutrilab cannot be held liable for indirect damages, including consequential damages, loss of profit, missed savings, loss of production or value reduction, and damages due to business interruption.
11.6 The Client indemnifies Nutrilab against any third-party claims.
11.7 Nutrilab shall not be liable for any damages arising from delays in the execution of the work, even when it appears afterwards that the provided information was correct and complete.
11.8 The Client shall be liable for any damages that may occur during the examination of a sample to the extent that this damage is (partly) caused by the Client having provided incorrect or incomplete information about the composition of the sample or properties it possesses.
11.9 The Client shall be liable for damages suffered by Nutrilab and/or the persons appointed and/or engaged by Nutrilab in the execution of the order, during the stay in connection with the order at the Client's location or that of third parties unless the damages are caused by gross negligence or intent on the part of Nutrilab and/or the persons appointed and/or engaged by Nutrilab in the execution of the agreement.
11.10 Nutrilab accepts no liability for damages arising from research results that prove to be unsuitable for use in any way or for any commercial application and/or that the application of the research results infringes on the third-party rights.
11.11 Nutrilab accepts no liability for damages resulting from defects in goods supplied to Nutrilab, including software, which Nutrilab has supplied to the Client.
11.12 The liability limitations included in this article do not apply if the damages are caused by intent or gross negligence on the part of Nutrilab or its executive employees.
11.13 Any liability of Nutrilab lapses if the Client fails to cite the shortcoming within one year after the cause has arisen.
12.1 Nutrilab is not obliged to fulfil any obligation towards the Client when this is prevented by one or more circumstances that are not due to negligence or for which Nutrilab cannot be held legally accountable, nor due to a legal action or generally accepted practice.
12.2 In these general terms, force majeure includes, in addition to its meaning by law and jurisprudence, all foreseen or unforeseen external causes over which Nutrilab cannot exercise any influence, as a result of which Nutrilab is unable to fulfil its obligations. Such cases of force majeure include war, terrorism, call-up, (government) measures due to epidemics or pandemics, adverse weather conditions, strikes, transport issues, labour conditions, and other disruptions in the operations at Nutrilab. Nutrilab is also entitled to invoke force majeure when the circumstance preventing (further) fulfilment of the agreement occurs after Nutrilab should have fulfilled its obligation.
12.3 During the period of force majeure, Nutrilab can suspend its obligations under the agreement until Nutrilab can fulfil these obligations in the agreed manner.
12.4 Insofar Nutrilab has already partially fulfilled its obligations arising from the agreement at the time of the force majeure or will be able to fulfil them, and an independent value can be attributed to the fulfilled or to be fulfilled part, Nutrilab is entitled to invoice the fulfilled or to be fulfilled part separately. The Client is obliged to pay this invoice as if it were a separate agreement.
13.1 Nutrilab and the Client enter into an agreement for an indefinite period unless the nature of the agreement dictates otherwise or when the parties explicitly agree otherwise.
13.2 The Client and Nutrilab are entitled at all times to terminate the agreement by registered letter before the end of a calendar month with due observance of a notice period of 3 months. The party terminating the agreement is obliged to inform the other party of the grounds on which the termination is based. Terminating the agreement does not relieve the Client of its (payment) obligations towards Nutrilab.
13.3 Should the Client fail to properly or timely comply with any obligation arising from any agreement entered into with Nutrilab and/or these general terms, the Client will be deemed in default and Nutrilab will be entitled without notice of default or judicial intervention: (I) to suspend the execution of the agreement until adequate security for compliance has been provided; or (II) to terminate the agreement in whole or in part with immediate effect, without Nutrilab being liable for any compensation for damages.
13.4 The parties have the right to dissolve the agreement with immediate effect out of court by registered letter if the other party is declared bankrupt or is granted a (provisional) suspension of payments or submits a request to that effect to the court; in the event of homologation of a private arrangement; the other party's company is liquidated or if its business activities are (largely) discontinued; in the event of full or partial transfer of the Client's company; in the event of death, or in the event of force majeure, as stipulated in article 12 of these general terms and the situation of force majeure has lasted more than sixty days.
13.5 Nutrilab shall in no way be obliged to compensate ensuing damages and costs should Nutrilab decide to suspend or dissolve the agreement.
13.6 If the dissolution is attributable to the Client, Nutrilab is entitled to compensation, including any ensuing direct and indirect costs and damages.
13.7 If the Client fully or partially cancels an already placed order, the executed work and any goods ordered or made available prepared for the execution of the order, supplemented with any attributable supply and delivery costs plus the scheduled working hours will be charged in full to the Client.
14.1 Nutrilab is entitled to transfer its rights and obligations ensuing from an agreement to a third party. The Client is not entitled to transfer its rights and obligations from an agreement to a third party without Nutrilab's written consent.
14.2 Should the parties need to settle any dispute in court, the District Court Oost-Brabant, location Den Bosch is named as the competent court to the exclusion of other courts. Notwithstanding that, Nutrilab is entitled to submit the dispute to the court deemed competent by law.
14.3 The parties accept that this agreement and any agreements resulting from it are subject to Dutch law.
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Zip 7, 4284 ZG
Burgstraat 12, 4283 GG Giessen
Chamber of Commerce 18114291
VAT number NL002007654B01
IBAN NL84RABO0101015410
RABONL2U
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